General

PrimaryBid is a platform that allows Private Investors to participate in new share placings by listed companies. Investors who register on our platform will be notified of new Offers as soon as they go live.

All investors will be notified by email, or if you download our App, you will receive a push notification to your phone.

We believe that Private Investors should have an equal right to participate in small-cap fundraises alongside Institutional Investors. For example, private investors constitute over 60% of average trading volume on AIM but are typically excluded from fundraises.

PrimaryBid changes this by allowing Private Investors to participate in new share placings by listed companies.

All investors who register on the platform will be notified of new Offers as soon as they are available.

Yes, PrimaryBid Limited is authorised and regulated by the Financial Conduct Authority (FRN 779021)and is a limited company registered in England and Wales ( No. 08092575) with its registered office at 21 Albemarle Street, London W1S 4BS

PrimaryBid takes many of the principles developed by crowdfunding for private, unlisted companies and applies them to listed companies. We believe that private investors should have the ability to invest in quoted company fundraises too. This leads to better outcomes for investors and the company.

The minimum investment amount for an IPO will be detailed in the relevant IPO documentation and on our website and App.
Please note: A subscription to an IPO is subject to our allocation policy set out in the relevant RNS and you may not receive all of the shares for which you apply.
In the absence of an RNS please see the offer page on our website for the allocation policy.

IPOs will typically be available for a longer period than our secondary offers. A closing date will be displayed on the IPO offer page on our website or in our App but may close early or be extended without prior notice.

Any decision to invest in an IPO should be made solely on the basis of the information contained in the prospectus or admission document, and any supplementary information. The specific risks will be detailed in the prospectus or admission document, but the value of all investments can fall as well as rise, so you may get back less than you invested. Dividends are not guaranteed and, if paid, are variable.
A company which is the subject of an IPO may not have a long track record and could be difficult to value or calculate a fair price. In many IPOs you will not know the share price before you commit to buy and therefore might end up buying at a higher price than you wished.
If you have any doubts about the suitability of an IPO for your circumstances, you should seek expert advice.
As an execution only platform, the offer of an IPO on our website and App is not an endorsement of the issue, nor is it solicitation for interest in the issue.

PrimaryBid will not charge the investor any commission for using the platform.
We do charge a small administration fee, currently £20, to transfer your shares to most brokers, or £25 for a paper certificate. It is free to transfer to some brokers, including our partners - Sharedeal Active or X-O.

The expected admission date of new shares will be detailed in the IPO documentation.
You will receive an allocation letter within 24 hours of an IPO offer closing. This will state the Trade Date and the Settlement Date.
Please also allow additional time for your share dealing provider to process the settlement and transfer the new shares into your account. However, please note that this is a new listed security and your account provider may need to add the security to their internal systems, this may cause a delay in settlement.

Legal

Following completion of the Appropriateness Questionnaire, individuals who do not pass the test will not be allowed to activate account subscribe to an Offer. You will still be able to browse the website and Watch any company.

Offer Completed

Pre-emption rights are rights for existing shareholders in a company to have first refusal on the issue of new shares in proportion to their existing holdings and can protect shareholders against dilution of their shareholdings.

If you deal with one of the major share dealing platforms, you can receive the shares directly into your share dealing account. You can select how you wish to receive your shares by navigating to My Account and clicking on Settlements.

We typically settle a placing or offer T+5, 5 working days after the transaction closes. Please see our FAQ on Settlement timing for more information.

Scaling back occurs when the amounts subscribed for are greater than the amount available under the PrimaryBid Offer.

Scale back of subscriptions (where necessary) will be made at the discretionary of PrimaryBid in consultation with the company raising the funds. Details of the scale back method are included in the Regulatory News Announcement of each PrimaryBid Offer. Generally subscriptions under PrimaryBid Offers are considered on a “first come, first served” basis

Other

Payment

Yes, it is held by Jarvis Investment Management Ltd ('Jarvis') on our behalf in a trust account in accordance with FCA Rules. We will maintain a record of the cash and securities being held for you by Jarvis.

When you enter your subscription amount for a placing, we calculate and display the nearest whole number of shares this would buy at the placing price. When you choose to proceed to payment, we calculate the actual amount to be paid by multiplying the number of shares by the placing price.

For example XYZ plc is issuing shares at 13p per share. An investor chooses to subscribe for £5,000. This equals 38,461 shares at a total price of £4,999.93.

Our payment provider is Jarvis Investment Management (“JIM”), all transactions will be in their name. If you subscribe to one of our Offers, you will be passed to a payment page hosted by Worldpay to make an immediate debit card payment. Once completed, you will receive an email from Worldpay confirming your payment. PrimaryBid receives confirmation from WorldPay of any successful payment and our system will subsequently confirm your subscription, also by email.

Please note, if you do not receive a confirmation email from Worldpay AND one from PrimaryBid, your subscription is unconfirmed and you will not receive any allocation of shares in the Offer.

If you did not complete payment for any reason, you will need to restart the process on our website or in our App. Neither PrimaryBid nor JIM store your payment details and if a payment is unsuccessful you will not be charged at a later time.

The most common reasons for an unsuccessful payment are:

1) Attempting to pay with a credit card – you must use a debit card.
2) Insufficient funds in your debit card account.
3) Payment stopped by your bank as part of fraud prevention. We advise you to notify your bank of the transaction before attempting it, especially if you are subscribing for a large amount.

Registration

To be eligible to create an account you will need to be UK resident and be over 18 years old. In order to start investing through PrimaryBid, you will be asked to successfully verify your identity by passing a brief KYC (Know Your Customer) check. In addition, you will need to complete an Investment Questionnaire to ensure that you have the required assets and understanding for such a high risk investment.

Risks

There are a number of particular risks associated with small cap listed companies, especially AIM-listed companies, relating to their generally smaller size; capital growth requirements; potential illiquidity. Please see the risk warnings page for further details.

You will receive an allocation letter within 24 hours of a placing or offer closing. This will state the Trade Date and the Settlement Date, usually we settle T+5, e.g. 5 working days after the transaction date.

Please also allow additional time for your share dealing provider to process the settlement and transfer the new shares into your account. Time required for this process varies by provider we recommend you allow at least 48 hours, but it can be longer. This is out of our control but the transfer can be facilitated by following any specific instructions given in our allocation email, or any actions requested by your provider. Any queries regarding this process should be emailed to [email protected]

Some brokers require you to complete a stock transfer form. Below you will see a list of forms partially completed for you. Please click on the appropriate form and it will download to your computer:

Unfortunately, for tax reasons, shares subscribed to in a PrimaryBid placing cannot be transferred directly into an ISA or SIPP. However, you can receive them into your share dealing account and transfer them immediately through a process called "Bed & ISA" that your account provider will be aware of.
If you don't have a trading account you can open one easily through your account provider or via one of our partners - Sharedeal Active or X-O.

Unfortunately, you can't invest ISA or SIPP funds via PrimaryBid directly, but there are a couple of options.

One of our partners Jarvis has started replicating our offers on their websites allowing their customers to participate using funds in their accounts, including SIPP and ISA accounts. Their sites are ShareDeal Active and X-O

We are in negotiation to extend this type of arrangement to other brokers and we will announce those as and when they get agreed.

The other alternative is to buy the shares from us with a debit card and transfer them to a dealing account for the same broker where you hold your ISA or SIPP. You can then do a "Bed and ISA" (or "Bed & SIPP"), where you sell the shares from your dealing account and then immediately buy them back with funds in your ISA or SIPP. There is however a tax liability on any gain and probably costs incurred from your broker for dealing.

If an investment fails or is disposed at a loss, based on the taxpayers tax rate, losses can be relieved against gains in the year of loss or in the next year or against income in the year of the loss or of the prior year.

Under EIS, investors are able to invest in businesses with a maximum of 250 employees and gross assets of up to £15m. Companies can use up to £5m of EIS-eligible investment each year.
If the activity in the list below is a substantial part of the company's activities (greater than approximately 20%), it is likely to be ineligible for EIS as these trades are specifically excluded:

1) Dealing in land;

2) Property development;

3) Dealing in goods (subject to exceptions for wholesaling and retailing);

10) Operating or managing hotels and similar establishments (i.e. accommodation);

11) Operating or managing nursing homes and residential care homes;

12) Coal production and steel production;

13) Farming and market gardening;

14) Activities concerned with forestry and timber production; and

15) Shipbuilding.

These are the reliefs available at 1 October 2016, they may change from time to time. As with all tax reliefs, much depends on your own circumstances so you should always take taxation advice if you are relying on EIS reliefs.

1) An investor must be an individual (i.e. not another company, or a VC firm etc);

2) The investor and their associates cannot have any ‘connection’ with the company; for example, being an employee or director, a close relative (except sibling) or spouse, or having greater than 30% equity share in the company;

3) The investor must not already hold shares in the company if they already hold shares obtained otherwise than through EIS;

4)The investor must subscribe in cash and be issued with new ordinary shares;

5) Investor shares must have no preferences e.g. over dividends;

6) The investor's motive to subscribe for shares must be genuinely commercial; and

7) The investor must not have gone over the annual EIS entitlement limit of £1 million.

IT IS ESSENTIAL THAT YOU CAREFULLY CHECK YOUR ELIGIBILITY FOR EIS BEFORE YOU SUBSCRIBE.

These are the reliefs available at 1 October 2016, they may change from time to time. As with all tax reliefs, much depends on your own circumstances so you should always take taxation advice if you are relying on EIS reliefs.

Income tax relief – provided EIS qualifying shares are held for greater than three years, either from the date of issue or commencement of trading, investors with no more than a 30% equity share in the company are eligible for income tax relief worth 30% of the amount invested. A subscriber can obtain a maximum income tax relief in any year of £1 million. The minimum subscription is zero.
CGT Relief – Capital gains tax will not have to be paid on disposal of the EIS shares after three years.
CGT Deferral Relief – Capital gains tax that would be paid on a different asset can be deferred by offsetting it against the share investment. However, disposal of that other asset must be made less than three years before the EIS investment or less than one year after it.
Loss Relief – If EIS shares are disposed of at a loss at any time, then this can be set-off against an investor's:
a) capital gains; or
b) income in either:
&nbsp&nbsp&nbsp&nbsp&nbsp (i) the year of disposal; or
&nbsp&nbsp&nbsp&nbsp&nbsp (ii) the previous year.
Inheritance Tax Relief – After two years, shares in EIS qualifying companies will normally be eligible for Business Property Relief for Inheritance Tax purposes at rates of up to 100%.

These are the reliefs available at 1 October 2016, they may change from time to time. As with all tax reliefs, much depends on your own circumstances so you should always take taxation advice if you are relying on EIS reliefs.

It is vital that the comprehensive rules are complied with. There is a risk otherwise that you could fall foul and lose out on the tax reliefs. Examples where the EIS rules will not be complied with include:

1)

Shares are not paid for in cash or are not fully paid up;

2)

Shares are not issued properly; for example, failure to enter the investor’s name entered onto the register of members correctly;

3)

The share certificate is issued properly or at all;

4)

Issuing EIS certificates without receiving HMRC approval;

5)

Converting loans to the company into EIS shares;

6)

Share reorganisations resulting in EIS shareholders holding more than 30% of the ordinary share capital, even if this is only for a short period of time;

7)

Using premises which are owned by an EIS shareholder or an associate, where the company pays more than market rent;

8)

Arrangements where the company will, or potentially could, come under the control of another company during the company's relevant period of three years, even if such arrangements will not take effect until after the relevant period has expired;

9)

Shares with preferential rights are created by mistake; for example, restricted shares are issued to employees, and as a result, existing EIS shareholders gain preferential rights;

10)

Shareholders’ agreement permits EIS shareholders to receive their money prior to a different share class in the event of winding up;

11)

Signing trading contracts on behalf of the company prior to the subscription for EIS shares (such circumstances would result in ineligibility for EIS relief as such individuals would have prior involvement in carrying on the company’s trade); and

12)

Appointments of directors prior to the subscription for shares (to avoid becoming connected, an individual can become a non-executive director only after the investment is completed but must not become an employee).

These are the reliefs available at 1 October 2016, they may change from time to time. As with all tax reliefs, much depends on your own circumstances so you should always take taxation advice if you are relying on EIS reliefs.

Verification

We ask investors to complete a brief Investment Questionnaire to demonstrate that they understand the potential risks of investing through PrimaryBid and are capable of making their own investment decisions. The Investment Questionnaire is done as part of the verification process and will only have to be done once.

Before you become a verified user of PrimaryBid we are required to undertake a Know Your Client (KYC) and certain money laundering checks to verify your identity. In most cases, a KYC check will be undertaken automatically as part of our verification process. In the event that we cannot verify your identity automatically, you may be asked to provide further information before you can activate your bid limit, such as a copy of your passport and recent proof of your address.

PrimaryBid Limited is authorised and regulated by the Financial Conduct Authority (FRN 779021). PrimaryBid Limited is a limited company registered in England and Wales ( No. 08092575) with its registered office at 21 Albemarle Street, London W1S 4BS